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Published on 5/8/2012 in the Prospect News PIPE Daily.

EmberClear arranges C$8.5 million private placement of debenture units

Senior convertible unsecured debentures sold with two-year warrants

By Devika Patel

Knoxville, Tenn., May 8 - EmberClear Corp. said it will conduct an C$8.5 million private placement of units. Of the proceeds, C$8 million will be raised through agent Wolverton Securities Ltd. on a commercially reasonable-efforts basis, and the remaining C$504,000 will be sold on a non-brokered basis.

The company will sell 945 units at C$9,000.00 per unit. The units consist of one C$9,000.00 12% senior convertible unsecured debenture and 5,000 warrants.

The debentures are due June 30, 2014 and convert into common shares at a conversion price of C$0.90 per share. The conversion price represents a 28.57% premium to the closing share price of C$0.70 on May 7. The company may redeem the debentures at 103.

The two-year warrants are exercisable at C$0.90, also a 28.57% premium to the May 7 closing price.

Settlement is expected May 31.

Proceeds will be used for general corporate purposes.

EmberClear is a Calgary, Alta.-based clean energy technology company.

Issuer:EmberClear Corp.
Issue:Units of C$9,000.00 in senior convertible unsecured debentures and 5,000 warrants
Amount:C$8,505,000
Units:945
Price:C$9,000.00
Maturity:June 30, 2014
Coupon:12%
Conversion price:C$0.90
Conversion premium:28.57%
Call:At 103
Warrants:5,000 warrants per unit
Warrant expiration:Two years
Warrant strike price:C$0.90
Agent:Wolverton Securities Ltd. (for C$8,001,000), non-brokered (for C$504,000)
Pricing date:May 8
Settlement date:May 31
Stock symbol:TSX Venture: EMB
Stock price:C$0.70 at close May 7
Market capitalization:C$50.76 million

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